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Dear Shareholder: The year 2012 was eventful for Flowers Foods and for our industry. Our company delivered solid sales and earnings growth despite persistent economic headwinds and the ongoing integration of two major acquisitions–Tasty Baking and Lepage Bakeries. The Flowers team did an outstanding job last year, and we’re proud of how they rallied to serve the market when Hostess Brands abruptly closed its doors in November. We ended the year riding a wave of momentum that continues today. Key results of 2012 include: sales of $3.05 billion, an increase of 9.8% from 2011; net income of $136.1 million, compared to $123.4 million last year, a 10.3% increase; and diluted earnings per share of $0.98 compared to $0.90 in 2011, an 8.9% increase. Our accomplishments reflect the effectiveness of our long-term commitment to investing in our bakeries, improving efficiencies, delivering high-quality products and customer service, and building strong brands. Tasty Baking completed its first year as a Flowers subsidiary in May, and we accomplished much.Tastykakes are now sold from Maine to Florida to Arizona, and consumers in Tasty’s core markets in the Northeast are now able to enjoy Nature’s Own breads and buns. In July, we completed our acquisition of Lepage Bakeries in Maine. Since then, we’ve achieved double-digit sales growth in Lepage markets as we introduced Tastykake and Nature’s Own throughout New England. We are pleased with how consumers in that region are responding, and we appreciate the contributions of our Lepage team members. In October, we announced an agreement to acquire the rights to the Sara Lee and Earthgrains brands for sliced breads, buns, and rolls in California, which was completed in February 2013. We expect to be serving customers throughout the entire state of California by the end of June 2013. In mid-November, the Flowers team rallied to meet the needs of customers and consumers impacted by Hostess’ sudden closure. Thanks to our team’s efforts, sales are up 20% to 25% through the first three months of 2013 compared to the same time frame in 2012. In January 2013, we announced an agreement to purchase Hostess’ Wonder, Merita, Nature’s Pride, Home Pride, and Butternut bread brands, 20 closed bakeries, and 38 closed depots. In March, the bankruptcy court overseeing Hostess’ bankruptcy approved Flowers’ bid, and the transaction continues through regulatory review as of this writing. We hope to complete the transaction in the second half of 2013. We believe these brands are a good fit with Flowers’ long-term growth strategy. Against this backdrop of growth and change, our team continues to improve productivity, reduce waste, control costs, and enhance product quality. We are in awe of the hard work, talent, and dedication of our team members who help us meet our goals. We also appreciate the efforts of our independent distributors and associates. We believe that our team is the best in the baking industry. And, we thank our board of directors for their oversight and service to our company. We are proud of our accomplishments in 2012, but believe the best is yet to come for our company as we continue to grow the Flowers Way. Thank you for your investment in Flowers Foods. George E. Deese Allen L. Shiver Chairman and CEO President In keeping with the company’s management succession plan, Flowers Foods’ board of directors, on February 15, 2013, elected Allen L. Shiver president and CEO, and George E. Deese executive chairman of the board, effective May 22, 2013. Mr. Shiver has served as president since 2010. He has 33 years of experience with Flowers Foods and has been involved in operational oversight and strategic growth initiatives. As executive chairman, Mr. Deese will play an active role in Flowers’ strategic direction and in ensuring the continuity of the company’s unique culture. He has served Flowers for 48 years, and was elected CEO in 2004 and chairman in 2006. His insightful and collaborative leadership will continue to guide Flowers Foods through one of its greatest periods of expansion. Flowers Foods’ Guiding Principles: Integrity, Service, Quality, Commitment NYSE: FLO SHAREHOLDER FACT SHEET www.flowersfoods.com Business: The second-largest producer and marketer of packaged bakery foods in the U.S. 2012 sales: $3.05 billion Products: Breads, buns, rolls, snack cakes, pastries, tortillas Top FLO brands: Nature’s Own, Whitewheat, Cobblestone Mill, Tastykake, Mrs. Freshley’s, Blue Bird Top regional/franchised brands: Sunbeam, Bunny, Captain John Derst, Evangeline Maid, ButterKrust, Mary Jane, Betsy Ross, Roman Meal, Country Kitchen, Barowsky’s, Sara Lee* Market: Retail and foodservice. Fresh bakery foods available to over 70% of the U.S. population in the East, South, and Southwest through a network of independent distributors; frozen bakery items and snack cakes delivered to customers’ warehouses nationwide Bakeries: 44 highly efficient bakeries in 14 states *State of California only; excludes English muffins and bagels QUICK FACTS LONG-TERM GROWTH OBJECTIVES ANNUAL SALES GROWTH 5% - 10% (organic growth 3% - 5%, acquisitions 2% - 5%) Double-digit EPS growth EBITDA MARGIN 11% - 13% ROIC 13% - 15% Fresh/DSD Frozen/Warehouse Stars = bakery locations DSD GEOGRAPHIC EXPANSION 2004-2012 PRODUCT MIX 71% fresh bread, buns, rolls, tortillas; 20% fresh snack cakes, pastries; 8% frozen breads, rolls; 1% mixes 2016 goal: 75% SALES CHANNELS 36% supermarket/drug, 29% mass merchandiser/discount, 26% foodservice, 6% convenience stores, 3% other DISTRIBUTION 82% direct store delivery (DSD Segment), 18% direct to customers’ warehouses (Warehouse Segment) FINANCIAL HIGHLIGHTS DSD territory in 2004 38% of U.S. population 000s omitted except per share data; for the fiscal year ended Territory added 2004 - 2012 70% of U.S. population Dec. 29,2012 Dec. 31, 2011 % change Sales $3,046,491 $2,773,356 9.8% Potential/future growth +75% of U.S. population Net income $136,121 $123,428 10.3% Diluted net income 2012 HIGHLIGHTS per share $0.98 $0.90 8.9% • Acquired Lepage Bakeries (3 bakeries in New England) Cash dividends per common share $0.630 $0.583 8.1% • Reached agreement to acquire licenses to Sara Lee and Earthgrains brands in California (completed in early 2013) THE FLOWERS WAY • Rolled out Tastykake into Flowers’ core markets; Grow sales Invest wisely introduced Nature’s Own and Tastykake into Northeast Give extraordinary service Appreciate team Bake smart • Invested $67 million in capital projects to enhance industry position as a low-cost producer • Introduced Tastykake Kandy Bar Kakes Nature’s Own is the #1 bread • On Jan. 11, 2013, agreed to acquire certain Hostess bread brand in America. brands and bakeries, pending regulatory approval OUR VISION OUR MISSION OUR GUIDING PRINCIPLES Together, we work to be a truly exceptional To drive sustainable growth that enhances value Integrity, service, quality, commitment company focused on growth opportunities for our shareholders, associates, distributors, for grain-based foods. customers, consumers, and communities 5-YEAR PERFORMANCE SALES in billions NET INCOME in millions 2012 +9.8% $3.046 2012 4.5% of sales $136.1 2011 +7.8% $2.773 2011 4.5% of sales $123.4 2010 -1.0% $2.574 2010 5.3% of sales $137.0 2009 +7.7% $2.601 2009 5.0% of sales $130.3 2008* +18.6% $2.415 2008* 4.9% of sales $119.2 2008-2012 compound annual growth rate: 8.4% 2008-2012 compound annual growth rate: 7.6% MARKET CAPITALIZATION in billions EBITDA** in millions 2012 +22.9% $3.172 2012 10.5% of sales $321.2 2011 +5.8% $2.581 2011 10.2% of sales $283.7 2010 +12.3% $2.439 2010 11.3% of sales $291.0 2009 -1.8% $2.173 2009 11.0% of sales $287.3 2008* +0.6% $2.212 2008* 10.6% of sales $256.0 2008-2012 compound annual growth rate: 7.6% 2008-2012 compound annual growth rate: 8.8% *53-wk year **See reconciliation of net income, the most directly comparable GAAP financial measure, to EBITDA , below. RECONCILIATION OF NET INCOME TO EBITDA (in thousands) 2008 2009 2010 2011 2012 Net income $119,233 $130,297 $137,047 $123,428 $136,121 Net income attributable to non-controlling interest $3,074 $3,415 -- -- -- Income tax expense $67,744 $74,047 $73,333 $68,538 $72,651 Interest (income) expense, net ($7,349) ($1,426) ($4,518) ($2,940) $9,739 Depreciation and amortization $73,312 $80,928 $85,118 $94,638 $102,690 EBITDA $256,014 $287,261 $290,980 $283,664 $321,201 What we do reflects who we are. Since its beginning, Flowers Foods has operated with core values like honesty, service, and hard work. Today, those values are echoed in our guiding principles: integrity, service, quality, and commitment. Our company believes good corporate citizenship comes with an obligation to support the communities where our team members live and where we operate bakeries. In addition to providing good jobs and advancement opportunities that help support our local communities, our efforts also include charitable giving, Flowers’ Birmingham, Ala., bakery team has volunteerism, and good stewardship of natural resources. supported Children’s Harbor since 2004. Through our bakeries, we donate bread and other products to local food banks as well as through Feeding America. In 2012, we donated $3.3 million in product to help feed families in need. Our company and bakeries also support many charities and nonprofit groups, with a special focus on those that benefit children and families. For example, since 2005, Flowers Foods has sent thousands of students from schools in Thomas County, Ga., to the Challenger Learning Center in Tallahassee, Fla., to fly simulated missions to space and experience a full day of math, science, and technology.